ITV chief Adam Crozier sees off shareholder revolt over executive pay

http://www.theguardian.com/media/2014/may/14/itv-chief-adam-crozier-shareholder-revolt-executive-pay

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Adam Crozier has seen off a shareholder revolt over executive pay after almost a quarter of investors failed to support his £8.4m payout last year.

It is understood that about 23% of investors either voted against accepting the broadcaster's remuneration report or decided to abstain, a move which is often considered a protest vote by disgruntled shareholders.

It is understood that about 77% of shareholders voted in favour of accepting the remuneration report, at ITV's annual general meeting on Wednesday.

Chairman Archie Norman had been forced to defend Crozier's pay – which included the vesting of almost £4m of shares given as a "golden hello" when he joined from Royal Mail – as disgruntled investors aired their grievances at the meeting.

Norman said Crozier's unusually large remuneration was because of a number of share schemes vesting, and that the transformation of what had been a financially-stressed ITV justified the payout level.

"It may feel a bit like all [Crozier's] Christmases have come at once, I rather hope he thinks that too, but the point is the coming together of all those schemes combined with the fact business has transformed over that period of time," said Norman. "I don't want you to get the impression that these were handouts for turning up at work."

It is understood that 99% of shareholders voted to accept a new remuneration policy – and 95% voted to accept a new long term incentive policy – which will significantly increase how much Crozier might receive in bonuses and share awards.

The new scheme will see Crozier's maximum bonus increase from 180% to 200% of his £900,000 salary, and his long-term incentive plan maximum rise from 225% to 350% of salary.

One investor criticised the new remuneration plans ITV intends to introduce, arguing that the performance targets did not seem tough enough.

"The remuneration committee looks extremely closely and takes a great deal of advice on remuneration packages," said Norman. "All of this has been consulted on with our leading shareholders and the result is we think we are now well set up in terms of a remuneration framework for the business for the next four to five years. We have the overwhelming support of all our shareholders."

The official outcome of voting on ITV's resolutions will be made public on Thursday morning.

Royal London Asset Management, which owns a 1.2% stake in ITV, has said it voted against the broadcasters' new remuneration policy – although it supported Crozier's £8.4m pay last year.

The Association of British Insurers is understood to have issued an "amber top" warning.

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